New Hampshire: Corporate Board Meeting and Written-Consent Requirements
The short answer
A New Hampshire corporation's board may meet in or outside the state or use communications through which all participating directors simultaneously hear one another. Regular meetings default to no notice, special meetings default to at least two days' notice, a majority is the usual quorum and vote, and action without a meeting ordinarily requires every director's signed written consent.
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This is the general rule in New Hampshire. Ask about your specific facts and see which parts of current New Hampshire law apply, with citations to the statutes.
| Governing law, entity, board, and action scope | New Hampshire Business Corporation Act; each corporation ordinarily has a board that exercises corporate powers and directs and oversees management, subject to stated exceptions and the articles (RSA 293-A:1.01, :8.01) |
|---|---|
| Regular, special, emergency, call, place, and adjournment | Regular/special meetings may be in or outside New Hampshire; bylaws may regulate calls and scheduling; emergency bylaws may set call, quorum, and substitute-director rules when catastrophe prevents assembling a quorum (RSA 293-A:2.06-.07, :8.20) |
| Notice timing, purpose, delivery, and waiver | Regular meetings default to no notice; special meetings default to at least 2 days' notice of date, time, and place, with no purpose required; signed written waiver or nonobjecting attendance waives (RSA 293-A:8.22-.23) |
| Remote participation, identity, communication, and presence | Unless articles/bylaws provide otherwise, any or all directors may participate through a method allowing all participants to hear one another simultaneously; participation counts as presence in person (RSA 293-A:8.20(b)) |
| Quorum denominator, board size, floor, and loss | Default quorum is a majority of the fixed board or, for a variable range, the prescribed number or directors in office immediately before the meeting; documents may lower it only to 1/3, and quorum must exist when voting (RSA 293-A:8.24(a)-(c)) |
| Vote, dissent, abstention, and presumed assent | With quorum, a majority of directors present ordinarily acts; presence presumes assent unless the director timely objects or records/delivers dissent or abstention, and a favorable voter cannot dissent (RSA 293-A:8.24(c)-(d)) |
| Written consent, delivery, effect, and notice | Unless articles/bylaws provide otherwise, every director must sign one or more written consents describing the action; retain them with minutes/records; effect is the last signature unless another date is specified (RSA 293-A:8.21) |
| Committees, action, and nondelegable matters | Board may create one-or-more-director committees by the greater statutory approval vote; board procedure applies; listed distribution, shareholder-action, vacancy, and bylaw powers are restricted, with alternate/substitute-member routes (RSA 293-A:8.25) |
| Minutes, records, ratification, and dispute boundaries | Keep permanent board minutes, all board no-meeting actions, and committee actions taken for the board as documents/electronic records or in a form convertible to paper; fiduciary, conflict, and contested-validity issues remain separate (RSA 293-A:16.01) |
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Requirements one by one
New Hampshire Revised Statutes § 293-A:1.01 names the governing act. New
Hampshire Revised Statutes § 293-A:8.01 ordinarily requires a board and puts
corporate powers, management, direction, and oversight under it, while
§ 293-A:8.03 requires one or more directors. The statute, the articles, and the
authorized shareholder-agreement exception can alter that baseline.
Meetings, notice, waiver, and emergencies
New Hampshire Revised Statutes § 293-A:2.06 permits bylaws consistent with law
and the articles. New Hampshire Revised Statutes § 293-A:8.20 permits regular
and special board meetings inside or outside New Hampshire. Under
§ 293-A:8.22, regular meetings default to no notice, while special meetings
default to at least two days' notice stating the date, time, and place. Purpose
is unnecessary unless the articles or bylaws require it.
Under § 293-A:8.23, a director may sign a written waiver before or after the
stated meeting time and file it with the minutes or records. Attendance also
waives notice unless the director objects at the beginning or promptly after
arrival and does not then vote for or assent to the action. New Hampshire
Revised Statutes § 293-A:2.07 separately permits emergency bylaws to address
meeting calls, quorum, and substitute directors when a catastrophic event means
a quorum cannot readily assemble.
Real-time remote participation counts as presence
Unless the articles or bylaws provide otherwise, § 293-A:8.20 permits any or all
directors to join through a communications method by which all participants can
hear one another simultaneously. Qualifying participation counts as presence
in person. That real-time route is distinct from signed consent.
The variable-board denominator matters
New Hampshire Revised Statutes § 293-A:8.24 measures default quorum by a
majority of the fixed board. For a
variable-range board, it uses the prescribed number or, if none is prescribed,
the directors in office immediately before the meeting. The articles or bylaws
may authorize a smaller quorum, but not below one-third of the fixed or
prescribed number. Quorum must exist when the vote is taken, and a majority of
directors present ordinarily acts.
Presence implies assent unless the director timely objects to the meeting,
puts dissent or abstention in the minutes, or delivers written dissent or
abstention to the presiding officer before adjournment or to the corporation
immediately afterward. A director who votes in favor cannot use that dissent
route.
Unanimous consent turns on the last signature
New Hampshire Revised Statutes § 293-A:8.21 permits no-meeting action unless the
articles or bylaws provide otherwise. Every director must sign one or more
written consents describing the action, and the consents must be included in
the minutes or filed with the corporate records. The action becomes effective
when the last director signs unless the consent specifies a different effective
date.
A committee may have one member
New Hampshire Revised Statutes § 293-A:8.25 permits one-or-more-director
committees. Creation and appointments need the greater of a majority of all
directors then in office or the governing-document number required for board
action. The meeting, consent, notice, waiver, quorum, vote, and dissent rules
apply to the committee too.
A committee cannot exceed board-set distribution limits, approve or propose
shareholder-required action, fill listed vacancies, or adopt, amend, or repeal
bylaws. The board may appoint alternate directors, and the statute supplies a
narrow unanimous substitute-member route for an absent or disqualified member.
Board and committee actions remain corporate records
New Hampshire Revised Statutes § 293-A:16.01 requires permanent board-meeting
minutes, records of all board action without a meeting, and records of committee
action taken in place of the board. The records may be documents, including
electronic records, or another form capable of conversion into paper within a
reasonable time.
What trips people up
Committee size differs from nearby Model Act states
New Hampshire permits a board committee with one or more directors under RSA
293-A:8.25. That does not change the separate quorum and voting rules that the
same section applies to committees or expand the committee's listed powers.
Common questions
Can one director act alone for the full board?
Only if the governing rules make that director the entire board or validly
permit a one-member committee to exercise the delegated power. A multi-director
board's no-meeting action otherwise requires every director's signed consent
under RSA 293-A:8.21.
Does valid board procedure approve every underlying transaction?
No. A merger, charter amendment, distribution, share issuance, conflict
transaction, financing, asset sale, or dissolution may carry separate
statutory, contractual, shareholder, filing, or fiduciary requirements.
Statutes and sources
- RSA 293-A:1.01, 2.06-.07, and 8.01-.03 — governing act, bylaws, emergency bylaws, board authority, and board size; official New Hampshire statutes (accessed August 16, 2026).
- RSA 293-A:8.20-.25 — meetings, remote participation, consent, notice, waiver, quorum, voting, dissent, and committees; official New Hampshire statutes (accessed August 16, 2026).
- RSA 293-A:16.01 — corporate records; official New Hampshire statutes (accessed August 16, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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